By Laws – Utah Council of Trout Unlimited

UTAH COUNCIL
OF
TROUT UNLIMITED
BYLAWS
PREAMBLE

A strong state council of Trout Unlimited (TU) chapters will give TU a presence, the voice of which
is strong enough to get the attention of the anglers and citizens of the State of Utah and the area
near Baker, in northeastern Nevada. Such a council can affect opinions and legislation on
matters concerning fish and fishing in the States of Utah and Nevada.

ARTICLE I

THE ORGANIZATION AND PURPOSES

Section 1: The name of the organization is the Utah Council of Trout Unlimited, (hereinafter
referred to as “Council”, or as “UTU”). The Council shall operate as a non-profit, non-political and
non-sectarian organization. The Council shall function exclusively for charitable, educational and
scientific purposes. The Council is made up of members from the various Trout Unlimited
Chapters within the State of Utah and northeastern Nevada, in accordance with the roster
maintained by the National Office of Trout Unlimited.
Section 2: The goal of the Council is to provide leadership in the conservation, protection and
enhancement of the cold-water fisheries and their watersheds in Utah and surrounding region.
Section 3: The Council shall be an affiliated subsidiary organization operating under the
authority of Trout Unlimited, a Michigan non-profit corporation hereinafter referred to as Trout
Unlimited. The Council shall carry on the aims and purposes of Trout Unlimited. The Council
adopts, by reference the Articles of Incorporation and Bylaws of Trout Unlimited, and further
acknowledges that all policies and objectives to be pursued by the Council and any actions taken
by the Council or any chapter thereof, or by any member or members thereof, shall be in
accordance with policies and objectives of Trout Unlimited. All chapters of the Council shall
conform to the policies and Bylaws of the Council and Trout Unlimited.
Section 4: The Council shall neither promote nor oppose the candidacy of any person seeking
election to public office. The Council shall not conduct or carry on any activity not permitted to be
conducted or carried on by an organization which is tax-exempt under the provisions of section
501(c)(3) of the Internal Revenue Code, as amended from time to time.
Section 5: The purpose of the Council shall be to increase the effectiveness of Trout Unlimited
in the state and to foster sound trout management in the state and region by the following means,
which are listed by way of example and not by way of limitation:
A. Establishing liaison among member chapters, assisting the chapters in solving problems
ranging from membership recruitment to fund raising.
B. Coordinating projects and programs of member chapters.

C. Interpreting and providing guidance to chapters in carrying out the policies and objectives
of Trout Unlimited.
D. Building state and/or regional Trout Unlimited membership and establishing new chapters.
E. Providing another vehicle for communication between chapters and the national
organization via members elected from the Council to the National Boards of Trout
Unlimited from members residing in the state.
F. Serving as a line of communication with government agencies and speaking as a unified
voice for Trout Unlimited on state and regional fisheries management matters.
G. Raising funds by solicitation and conducting fund raising activities provided, however, that
all funds so raised shall be used exclusively for the purpose of the Council as set forth in
these Bylaws.
H. Provide review and give comment to chapter fisheries management programs or projects
in the Council area.
I. Arbitrate any conflict of policy within the Council area.
J. Develop youth education programs.
K. Annually review the effectiveness of the Chapters within the Council and assist in the
rechartering of Chapters on an as-needed basis.
Section 6: The Council will do whatever is within its ability to foster sound trout and salmon
management in the state and region. By way of illustration and not by limitation, the Council will be
concerned with such matters as:
A. Trout and salmon water as a resource and especially with the preservation and
enhancement of the quality and quantity of such water.
B. The adequate inventory of trout and salmon water as a resource and its classification in a
manner conducive to the development of effective biological and sociological
management programs.
C. Fostering the concept of wild trout fishing as a sport and a heritage including the
conservation of native trout and cold-water aquatic species, so that all will be protected for
future generations.
D. Promoting the concept of quality trout and salmon fishing and encouraging the adoption of
fishing regulations that will provide for such fishing.

ARTICLE II
COUNCIL MEETINGS

Section 1: The votes at all regular and special meetings of the Council shall be by delegate vote.
A. The elected officers of the Council may each cast one delegate vote.

B. Each Chapter President shall be allowed one delegate vote, and each Chapter shall be
allowed one additional delegate vote, cast by a member designated by each chapter.
Section 2: Meeting schedule.
A. The Annual Council meeting shall be held during the first quarter of each calendar year at
a location and time designated by the Executive Committee. The delegates shall elect
officers of the Council for the subsequent calendar year at this meeting.
B. The Council shall hold quarterly meetings each year for the purpose of reviewing the
actions of the Executive Committee and considering any other items deemed necessary
by the delegates. The location of these meetings shall be set by the Executive Committee,
with the site of the meetings to be rotated throughout the State in the “home-town” of the
various Chapters. The meeting date and site shall be selected at the preceding meeting.
Section 3: Special meetings of the Council may be called by the Chair, the Executive Committee
or a majority of chapter Presidents.
Section 4: A quorum for Council meetings shall be a majority of the elected and designated
delegates present so long as at least 50% of the then current active chapters are represented.
Section 5: All elected and designated delegates to Council meetings shall be members in good
standing of Trout Unlimited. All chapters in the state shall be auxiliaries of the Council.
Section 6: All Council meetings shall be preceded by at least seven (7) days advance notice to
the chapters and Executive Committee.
Section 7: All meetings shall be conducted in accordance with Robert’s Rules of Order. The
Chair shall appoint or act as the Parliamentarian at all meetings.

ARTICLE III
OFFICERS

Section 1: The officers of the Council are elected to provide leadership and the orderly conduct
of the Council’s business. It is the duty of the officers to act in the best interests of the Council at
all times. No officer shall unilaterally act or bind the Council in any action without the consent of a
majority of the Executive Committee. The Council officers may include:
A. The Council Chair.
B. The First Vice Chair for Operations.
C. The Second Vice Chair for Conservation.
D. The Secretary.
E. The Treasurer.
F. The (immediate) Past Chair, a successive position to Chair, is not elected.
G. National Leadership Council Representative.

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H. Women’s Initiative Coordinator
I. Youth Education Coordinator
Section 2: Terms of office.
A. The Chair’s term of office shall be three years. The term of the NLC Representative shall
be one year. The terms of office of all other Officers shall be two years.
B. Officers may serve for multiple terms, except that the Chair may not serve more than two
consecutive terms. As provided in the Bylaws of Trout Unlimited, the NLC Representative
shall serve a maximum of five consecutive one-year terms.
C. All officers shall be eligible for re-election.
D. The Chair shall fill any vacancies that may occur in offices of the Council subject to
approval by the Executive Committee, with final approval at the next Council meeting.
E. Any officer may be removed at any regular or special Council meeting by two-thirds vote
of the delegates in attendance (subject to the presence of a quorum).
F. Any officer who shall be absent for two consecutive meetings, shall be automatically
removed from office, unless any such absence is excused by the Chair.
Section 3: The Executive Committee shall be responsible for adjudicating any appeals or
conflicts within the Council and its Chapters. In the event that Council members are the subjects
of appeals an ad hoc committee shall be appointed by the Executive Committee less the member
with the conflict of interest to adjudicate the appeal.
ARTICLE IV
OFFICERS DUTIES

Section1: The Council Chair.
A. The Council Chair shall be the chief executive officer and preside over all meetings of the
Council.
B. The Chair shall be responsible for the management and business of the Council. The
Chair shall supervise and direct all other officers and staff and shall see that their duties
are properly performed.
C. The Chair shall chair all Executive Committee meetings and shall also be a voting
member of all committees.
D. The Chair shall appoint all Committee Chairs, with the approval of the Executive
Committee.
Section 2: Vice Chairs.
A. The First Vice Chair for Operations shall assist the Chair in the general administration of
the Council and shall perform such duties as the Chair may direct. Should the Chair be

unable to perform, resigns or dies, the First Vice Chair shall serve as Acting Chair until an
election is held at the next Council Meeting.
B. The Second Vice Chair for Conservation shall lead the Council’s activities described in
Article I, above, and shall perform such duties as the Chair may direct.
Section 3: Secretary.
A. The Secretary shall record and preserve the minutes and other records of all meetings,
decisions, and activities of the Council and Executive Committee meetings and furnish
copies to all chapters and Council Officers within 30 days of those meetings.
B. The Secretary shall attend to the giving and serving of all official notices of the Council,
affix the seal to all documents to which it should be attached, and attest the same when
necessary.
C. The Secretary shall keep an up-to-date copy of the Council Bylaws and upload the Bylaws
to the Leaders Only section on the TU Website.
D. The Secretary shall maintain an accurate membership tally.
E. The Secretary shall hand all records and minutes over to his or her successor within 10
days after the election.

Section 4: Treasurer.
A. The Treasurer shall have custody of all funds and property of the Council. With the Chair,
the Treasurer may sign and execute, in the name of the Council, all contracts, agreements
and other obligations of the Council, subject to the approval of the Executive Committee.
B. When necessary or proper, the Treasurer shall endorse on behalf of the Council for
collection, all checks, notes, drafts and electronic credits and transfers and shall deposit
same and all other revenues to the credit of the Council in such bank or banks as the
Executive Committee shall designate. The Treasurer shall pay all lawful debts including
expense reimbursements. The Treasurer shall establish a Debit Card against the Council
Account and shall use that Debit Card for purchase of miscellaneous items such as office
expenses, council meal expenses and other reasonable expenses.
C. The Treasurer shall also keep full and accurate accounts of monies received and paid on
account of the Council, give a financial report at each meeting of the Council and the
Executive Committee, and whenever required by the Executive Committee the Treasurer
shall also render a statement of the Council’s accounts and report to the Council.
D. The Treasurer shall, create and maintain appropriate records of financial activities of the
Council, and shall, upon request, at all reasonable times, permit access to the Council’s
books, records and accounts by any Council officer, council representative or designated
representative of Trout Unlimited.
E. The Treasurer shall make an annual report at the Annual Meeting on the financial
activities of the Council.

F. The Treasurer shall submit a complete Annual Financial Report (AFR) for the Council to
Trout Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in compliance
with the policies and requirements of Trout Unlimited and will contain a complete and
accurate accounting of all revenues, expenses, volunteer hours by members of the
Council and any additional items prescribed within the AFR form.
G. The Treasurer will also make all necessary filings when due with the Internal Revenue
Service and state and local authorities.
Section 5: Past Council Chair. In addition to duties as Chairman of the Long-Range Planning,
Bylaws, and Advisory Committee, the Past Council Chair shall also provide counsel to the Chair
and be a member of the Council.
Section 6: National Leadership Council (NLC) Representative.
A. The NLC Representative shall be elected by the Council at a regularly scheduled meeting
of the Council from nominations made by the Nominating Committee or any delegate.
B. The duties and term of office of the NLC Representative shall be as provided in the
Bylaws of Trout Unlimited.
C. The Council Secretary shall promptly notify Trout Unlimited of the name, address, email
address, and telephone number of the newly elected NLC Representative.
Section 7: Women’s Initiative (WI) Coordinator.
A. The Council WI Coordinator’s focus and duties shall be as provided in the Trout Unlimited’s
Volunteer Leadership Manual.
Section 8: Youth Education Coordinator.
A. The Council Youth Education Coordinator’s focus and duties shall be as provided in the
Trout Unlimited’s Volunteer Leadership Manual.

ARTICLE V
COMMITTEES

The Council may have the following committees that shall conduct their duties by majority vote,
with the Executive Committee designated to settle any matter in need of resolution. The Council
Chair shall be designated a voting member of all Council Committees. A majority of Committee
members shall constitute a quorum for the conduct of Committee business.
Section 1: The Executive Committee shall be the elected officers of the Council and the
Chapter Presidents.
A. The Executive Committee shall conduct the business and affairs of the Council between
Council meetings and report its actions at all regular and special meetings. The Council
Chair shall preside at all meetings.

B. The Executive Committee shall meet a minimum of 4 times per year, time and place to be
determined by the Executive Committee. Other meetings may occur at the discretion of
the Chair or by a call of one-third of the Executive Committee members, provided a
minimum of 48 hours’ notice is given to all Executive Committee members. A quorum
shall be a majority of those present provided that there are at least 5 members present.
C. The Executive Committee shall prepare and recommend a budget for the Council for the
subsequent fiscal year with the budget to be approved by the delegates at the Annual
Meeting.
Section 2: The Council Nominating Committee. The Nominating Committee shall consist of the
Chair, Past Chair, Vice Chairs, and Membership Committee Chairman. Nominations for Council
offices shall also be accepted from the floor at the Annual Meeting.
Section 3: The Council Awards Committee. The Council Awards Committee shall be appointed
by the Chair with the approval of the Executive Committee. The Awards Committee shall select
members for recognition of their contributions to Trout Unlimited, the Council and the Chapters at
the Annual Meeting. The Council Awards Committee shall develop and annually review a Council
awards program.
Section 4: The Budget and Finance Committee. The Treasurer shall be the Chair of this
committee, with other members selected by the Council Chair with the approval of the Executive
Committee. It is the responsibility of this committee to review and analyze the programs and
operating demands of the Council and of the local chapters to project total costs and develop
priorities and reasonable monetary allocations for approved programs and operational activities for
the Council and Chapters. In the event that funds are provided by the Council to any chapter for
specific purposes, the chapter may alter the use of such funds only with the approval of the
Budget and Finance Committee.
Section 5: Membership Committee. This Committee shall be responsible for the total
membership activity throughout the state. One of the prime functions of this Committee is to
monitor the membership status and activity of all Council chapters. This Committee shall be
responsible for the development of statewide membership drives and programs and for the
dissemination of membership information to the chapters. The Chair shall appoint the members of
this Committee subject to the approval of the Executive Committee.
Section 6: Youth Education Committee. This Committee shall be responsible for the development
of youth programs.
Section 7: Fund Raising Committee. This Committee shall be responsible for and coordinate the
raising of funds for the operation of the Council. It shall coordinate fund raising activities by the
Council and the chapters. It shall develop, review, coordinate and endorse all fund raising projects
throughout the state. The major objective of this Committee is to develop viable fund raising
programs for the operations of the Council and chapters. The Chair shall appoint the members of
this Committee subject to the approval of the Executive Committee.
Section 8: Long Range Planning, Bylaws, and Advisory Committee. This Committee shall be
responsible for the development of the long range plans of the Council and shall receive all
proposed changes to the bylaws and present them in proper form to the delegates for
consideration at the Annual Meeting. This Committee shall consist of the immediate past Chair of
the Council, the Council Officers, the Chapter Presidents, and other key individuals as determined
by the Council. The immediate Past Chair shall be Chairman of the Committee. The Executive
Committee will host a meeting with this Committee once a year to review the work of the Council
and to seek their counsel and advice. This Committee shall annually review the desirability of a

member holding a Council and Chapter office simultaneously and report its recommendations at
the Annual Meeting.
Section 9: Natural Resource Committee. The 2nd Vice Chair for Conservation shall chair this
committee. Each Chapter shall select a member who has the responsibility for tracking issues
within each Chapter’s area of interest and responsibility to serve on this committee. The
committee shall be responsible for reviewing natural resource issues as they affect fisheries in the
State of Utah and recommend plans to address those issues to the Executive Committee for
action.
Section 10: Other Standing or Special Committees. The Chair, subject to the approval of the
Executive Committee, may create other committees.

ARTICLE VI

CHAPTER AND MEMBER AUTONOMY

It shall be the right of all chapters to be members of other non-profit organizations whose activities
are consistent with the mission of Trout Unlimited, and the Council. It is clearly understood that
any provisions in these Bylaws may be modified to allow full participation in other organizations
as well as Trout Unlimited and the Council, so long as such activities are consistent with the
national bylaws and policies of Trout Unlimited.
It shall be the right of each Chapter to choose its own projects, raise and spend its own funds and
generally, conduct its affairs with a minimum of control and interference from Trout Unlimited or
the Council.
It is further understood that the chapters and their members are not liable for any debts or
obligations of Trout Unlimited or the Council.
ARTICLE VII

AMENDMENTS AND POLICY STATEMENTS

Section 1: The Bylaws of the Council may be added to, amended or repealed in whole or in
part, by a two-thirds majority vote of the Delegates at the Annual Meeting, provided that written
notice of intent and specific changes have been provided the Executive Committee and each
Chapter President and Secretary at least fourteen (14) days prior to the Annual Meeting.
Amendments may be proposed by any Council or Chapter officer, provided that the officer is a
member in good standing of Trout Unlimited.
Section 2: These Bylaws may be interpreted and further defined by a majority Delegate vote at
a regular or special Council meeting. Such interpretations shall be called “Policy Statements” and
appended hereto.
Section 3: If any provision of these Bylaws shall be declared invalid or inoperative by
competent authority of State or Federal Government, the Executive Committee shall suspend the
operation of that section during the period of its invalidity and substitute in its place a provision
which will meet the objections to its validity, and which will be in accord with the intent and
purpose of the invalid provision if possible. If any provision in these Bylaws is so said invalid, the
remainder of these Bylaws and the application shall remain in effect.

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ARTICLE VIII
FISCAL YEAR

Section 1: The fiscal year of the Council shall be April 1 to March 31 in keeping with IRS
requirements that all Trout Unlimited affiliate organizations maintain the same fiscal year as the
national organization.

ARTICLE IX
DISSOLUTION

In the event of the dissolution of the Council, the assets of the Council shall be held in trust by the
Board of Trustees of Trout Unlimited for the Chapters of the State, pending the formation of a new
Council.

ARTICLE X
MISCELLANEOUS

Section 1: Executive Director: At its discretion, the Executive Committee may employ an
Executive Director to perform such duties and responsibilities as the Chair and the
Executive Committee may determine.
Section 2: The Executive Committee may authorize the employment of clerical personnel and
such professional and other personnel whose services are deemed necessary and appropriate to
the activities and purposes of the Council.
Section 3: No part of any income, revenue, or property of the Council shall inure to the private
benefit of any member.
Section 4: No chapter of the Council may join or become affiliated with any organization that
conflicts with or does not actively endorse and pursue the purpose of Trout Unlimited and the
Council as stated in Article I herein.
Section 5: The Chair may call a special joint meeting with any other Council of
Trout Unlimited when it is deemed necessary by both Council’s Executive Committees. It is
understood that one of the stated goals of the Council is to expand the work of Trout Unlimited in
its geographic region.
Section 6: Nothing contained herein shall prevent a Trout Unlimited Chapter from another state
which does not have a Council, as defined in the Bylaws of Trout Unlimited, from becoming a
chapter of this Council.
Section 7: Whenever notice is required under and provision of these bylaws, notice may be
given by any of the following means: U.S. mail, express delivery, email or by posting of the notice
on the Council’s website. Notice of all regular meetings shall be given no later than seven days
prior to the meeting. Notice of special meetings may be given no later than seven days prior to
the meeting, unless otherwise provided herein.
Section 8: Special meetings of the Council and all meetings of the Executive Committee and
other Committees may be held by telephone.

Section 9: Votes on emergency matters may be taken by email, but for the purpose of such a
vote, a quorum shall be the actual votes of two-thirds of those eligible to cast a vote.
IN WITNESS WHEREOF, these Bylaws of the UTAH COUNCIL OF TROUT UNLIMITED have
been officially approved by the membership of Trout Unlimited in the state of Utah on the Ninth
day of February in the year of 2019, as evidenced by the signatures below.

/s/ Jeff Taniguchi 4/27/2019 /s/ Palen Potter 4/27/2019
Council Chair Date Secretary Date